Calix SmartMDU PropertyWorx Terms of Use

1. Background: PropertyWorx is a Web application enabling an organization managing multi-dwelling unit properties (“Property Management Organization” or “PMO”) to administer access to wired and wireless high-speed Internet services throughout the properties managed by the Property Management Organization (“PMO Properties”). Access to PropertyWorx is offered to the PMO by a Calix customer providing broadband Internet services to the PMO Properties (“Broadband Service Provider” or “BSP”). PropertyWorx is not a standalone product but functions only as part of SmartMDU, a product offering the Broadband Service Provider procures from Calix. The BSP controls access to PropertyWorx and assigns access privileges to designated members of the Property Management Organization (“PMO Users”).

2. User Access Agreement: These Terms of Use (“Terms”) are concluded between Calix and you, in your capacity as an individual PMO User authorized by the BSP to access PropertyWorx. By clicking to accept, you represent and warrant that you have read and understand these Terms and have full legal authority to bind the PMO to them. For clarity, the BSP is not a party to these Terms.

3. Security. You are responsible for the security of your username and password and for all actions occurring under them. Your credentials are personal to you and may not be shared with others. If you suspect your credentials have been compromised or that any other security breach has occurred, you must notify the BSP immediately.

4. BSP Subscription Requirement: You acknowledge that continued use of PropertyWorx is dependent on the BSP maintaining current subscriptions to the Calix products required to support PropertyWorx functions, including SmartMDU (“BSP Subscriptions”). If the BSP Subscriptions expire or are terminated for any reason, your access to PropertyWorx may be suspended or terminated without notice to you.

5. PMO Agreement with BSP: In addition to these Terms, you acknowledge that your rights to access and use PropertyWorx are governed by a separate agreement between the PMO and the BSP that grants the PMO rights to access PropertyWorx and receive related services (“BSP Terms”). If the BSP Terms expire or are terminated for any reason, your access to PropertyWorx may be suspended or terminated without notice to you. To the extent of any
conflict, these Terms will control over any conflicting provisions of the BSP Terms. For clarity, Calix is not a party to the BSP Terms.

6. Privacy Compliance: The PMO and the BSP, either jointly or separately, are responsible for any privacy notices and consents required to use PropertyWorx and for the processing of any personal data in connection with its use. Calix acts only as a processor or service provider in connection with data collected through PropertyWorx. Acting under BSP instructions, Calix processes personal data in connection with PropertyWorx as described in the privacy policy currently made available at https://www.calix.com/p/propertyworx-privacy-policy.html.

7. Calix Data Use Rights: You authorize Calix to collect data about your use of PropertyWorx and related services and to use this data internally to develop and enhance Calix products and services.

8. Compliance with Laws & Third-Party Terms: When using PropertyWorx, you must comply with all applicable laws and third-party terms of agreement.

9. No Calix Helpdesk Support: Calix does not provide helpdesk support to you or the PMO. You should contact the BSP if you experience any technical issues with PropertyWorx.

10. Acceptable Use: You agree that you will not yourself, or through third parties, use PropertyWorx and related services: (i) to violate the legal rights of others; (ii) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iii) to interfere with the use of PropertyWorx by others; (iv) to alter, disable, interfere with or circumvent any aspect of PropertyWorx; or (v) to test or reverse-engineer PropertyWorx.

11. Intellectual Property Rights & Feedback: Except as expressly stated otherwise, these Terms do not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. At its option, you may provide feedback or suggestions about PropertyWorx and related services ("Feedback"). If you provide Feedback, then Calix may use it without restriction and without obligation to you or others.

12. Modifications: Calix may make changes to these Terms from time to time. Unless specifically provided otherwise, material changes to these Terms will become effective 30 days after they are posted. If the changes relate to new functionality or are required by applicable law, they will be effective immediately. If you do not agree to the revised Terms, you must stop using PropertyWorx. Your continued use of PropertyWorx after any such
material change will constitute your consent to the changes. Calix will post any modifications to these Terms to https://www.calix.com/legal.html.

13. Indemnification: You and the PMO will indemnify, defend, and hold harmless Calix, its affiliates, and their respective directors, officers, and employees from and against any claims, liabilities, losses, costs and fees, including attorney fees, and expenses in connection with use of PropertyWorx or your breach of these Terms.

14. Warranty Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROPERTYWORX AND ANY SERVICES PERFORMED IN CONNECTION WITH ITS USE ARE PROVIDED "AS IS" AND WITH ALL FAULTS, AND CALIX HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO PROPERTYWORX AND ANY SUCH SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS.

15. Limitation of Liability: TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL CALIX BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL,
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO USE OR INABILITY TO USE PROPERTYWORX, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CALIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event will the total liability of Calix to you and the PMO for all damages exceed the amount of one hundred dollars ($100.00). These limitations will apply even if the remedy stated above fails of its essential purpose.

16. Calix Termination Rights: If you commit any breach of these Terms, Calix may immediately suspend or permanently disable your access to PropertyWorx without notice. Calix also reserves the right to suspend or permanently disable your access if Calix decides to withdraw or stop supporting PropertyWorx. In any such event, Calix will attempt to provide you with reasonable advance notice but will not be obligated to do so.

17. Export Compliance: You represent and warrant that (i) you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” region; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

18. Governing Law: The laws of the State of California, excluding its conflicts of law rules, govern these Terms and your use of PropertyWorx. Use of PropertyWorx may also be subject to other local, state, national, or international laws.

19. Contacting Calix: If you have any questions, complaints, or claims with respect to PropertyWorx or these Terms, you may contact Calix at the following address.

CALIX, INC.
2777 Orchard Parkway
San Jose, California 95134
Phone: 408.514.3000
Email: calixlegal@calix.com